[8-K] MicroStrategy Incorporated 8.00% Series A Perpetual Strike Preferred Stock Reports Material Event
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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Registrant’s telephone number, including area code:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading |
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Name of Each Exchange on which Registered |
Class A common stock, $0.001 par value per share |
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MSTR |
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The Nasdaq Global Select Market |
8.00% Series A Perpetual Strike Preferred Stock, $0.001 par value per share |
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STRK |
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The Nasdaq Global Select Market |
10.00% Series A Perpetual Strife Preferred Stock, $0.001 par value per share |
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STRF
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The Nasdaq Global Select Market |
10.00% Series A Perpetual Stride Preferred Stock, $0.001 par value per share |
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STRD
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The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
ATM Updates
On June 30, 2025, MicroStrategy Incorporated d/b/a Strategy (“Strategy” or the “Company”) announced updates with respect to its at-the-market offering programs:
ATM Program Summary |
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During Period June 23, 2025 to June 29, 2025 |
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As of June 29, 2025 |
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Shares Sold |
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Notional Value (in millions) (1) |
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Net Proceeds (in millions) (2) |
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Available for Issuance and Sale (in millions) |
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Common ATM |
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1,354,500 MSTR Shares
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- |
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$519.5
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$18,111.0 |
Securities Offered: Class A Common Stock, $0.001 par value per share (“MSTR Shares”) |
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Size: $21 billion |
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Established: May 1, 2025 |
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STRK ATM |
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276,071 STRK Shares |
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$27.6 |
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$28.9
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$20,522.1 |
Securities Offered: 8.00% series A perpetual strike preferred stock, $0.001 par value per share (“STRK Shares”) Size: $21 billion Established: March 10, 2025 |
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STRF ATM |
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284,225 STRF Shares
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$28.4 |
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$29.7
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$1,936.7
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Securities Offered: 10.00% series A perpetual strife preferred stock, $0.001 par value per share (“STRF Shares”) Size: $2.1 billion Established: May 22, 2025 |
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Total |
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$578.1 |
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(1) The total face value of the shares of preferred stock sold, which is used to calculate dividends thereon.
(2) Net proceeds are presented net of sales commission.
BTC Update
On June 30, 2025, Strategy announced updates with respect to its bitcoin holdings:
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During Period June 23, 2025 to June 29, 2025 |
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As of June 29, 2025 |
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BTC Acquired (1) |
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Aggregate Purchase Price (in millions) (2) |
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Average Purchase Price (2) |
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Aggregate BTC Holdings |
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Aggregate Purchase Price (in billions) (2) |
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Average Purchase Price (2) |
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4,980 |
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$ |
531.9 |
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106,801 |
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597,325 |
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42.40 |
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70,982 |
(1) The bitcoin purchases were made using proceeds from the MSTR ATM, STRK ATM and STRF ATM.
(2) Aggregate and average purchase prices are inclusive of fees and expenses.
STRK and STRF Dividends
On June 2, 2025, the Company announced that its board of directors had declared quarterly cash dividends of (i) $2.00 per share payable on the STRK Shares, and (ii) approximately $2.64 per share payable on the STRF Shares, each payable on June 30, 2025 to holders of record as of the close of business on June 15, 2025. The calculation of the quarterly dividend for STRF Shares takes into account the dividend accrued from March 25, 2025, the initial issuance date of STRF Shares.
On June 30, 2025, the Company funded these dividend payments using net proceeds from the sale of shares under its Common ATM. The Company may continue to use proceeds from future sales of shares under its Common ATM for general corporate purposes, which may include payment of dividends on its preferred stock.
Item 7.01 Regulation FD Disclosure.
Strategy Dashboard
The Company also maintains a dashboard on its website (www.strategy.com) as a disclosure channel for providing broad, non-exclusionary distribution of information regarding the Company to the public, including information regarding market prices of its outstanding securities, bitcoin purchases and holdings, certain KPI metrics and other supplemental information, and as one means of disclosing non-public information in compliance with its disclosure obligations under Regulation FD. Investors and others are encouraged to regularly review the information that the Company makes public via the website dashboard.
Furnished Information
The information disclosed pursuant to Item 7.01 in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: June 30, 2025 |
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MicroStrategy Incorporated (Registrant) |
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By: |
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/s/ W. Ming Shao |
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Name: |
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W. Ming Shao |
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Title: |
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Executive Vice President & General Counsel |
